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EXHIBIT 10.14
EMPLOYMENT CONTRACT
THIS AGREEMENT ("Agreement"), is made by and between NATIONAL
CONVENIENCE STORES INCORPORATED, a Delaware corporation ("Company"), and V. H.
VAN HORN ("Van Horn").
WHEREAS, the Company desires to engage the personal services of Van
Horn as President and Chief Executive Officer, and
WHEREAS, Van Horn desires to be employed by the Company as President
and Chief Executive Officer;
NOW, THEREFORE, the Company and Van Horn do covenant and agree as
follows:
(1) Employment. The Company hereby agrees to employ Van Horn, and
Van Horn hereby agrees to accept employment with the Company at Houston, Texas,
subject to the terms and provisions of this Agreement. Van Horn shall not be
required to relocate or move his home from Houston, Texas.
(2) Duties. Van Horn is presently President and Chief Executive
Officer of the Company. While it is recognized that only the Board of
Directors of the Company, as it is constituted from time to time, may elect the
President and Chief Executive Officer, nevertheless, it is the intent of the
Company and Van Horn that Van Horn perform the duties of President and Chief
Executive Officer.
(3) Extent of Service. Van Horn agrees to devote his time and
energies to the business of the Company consistent with past practice, and
shall not, during the term of this Agreement, be engaged in any business
activity which would interfere or prevent Van Horn from carrying out his duties
under this Agreement; but this shall not be construed as preventing Van Horn
from investing his assets in such form or manner as will not require any
services on the part of Van Horn in the operation of the affairs of any company
in which such investments are made.
(4) Term. The term of employment shall begin on July 1, 1994 and
end on June 30, 1999.
(5) Compensation. As compensation for his services to the Company
during the term of this Agreement, Van Horn shall receive salary, bonus and
fringe benefits as follows:
(a) Salary. The Company shall pay to Van Horn a minimum salary of
not less than Four Hundred Twenty Thousand Dollars
($420,000.00) per year. Any earnings over this minimum in one
year will not be applied to the minimum due in any subsequent
year. Such salary shall be paid in periodic installments as
the Company and Van Horn shall agree.
(b) Bonus. The Company shall provide Van Horn each year a bonus
opportunity which shall be based on the performance of the
Company. The bonus opportunity for Van Horn shall never be
less than Two Hundred Thousand Dollars ($200,000.00) per
annum.
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(c) Additional Compensation. As further compensation, Van Horn
shall be entitled to participate in any other bonuses, profit
sharing plans, stock option agreements, or any other fringe
benefits offered to other employees and officers of the
Company.
(6) Working Facilities. Van Horn shall be furnished such offices,
administrative staff, stenographic help and such other facilities and services
as are suitable to his position and adequate for the performance of his duties.
(7) Expenses. Van Horn is authorized to incur reasonable expenses
in promotion of the business of the Company, including expenses for
entertainment, travel and other items. The Company will reimburse Van Horn for
all such valid expenses upon the presentation by Van Horn, from time to time,
of an itemized account of said expenditures.
(8) Termination.
(a) If, during the time of this Agreement, Van Horn breaches his
duties as set forth in Paragraph 3 by gross or willful neglect
of such duties and responsibilities, the Company may, after
thirty (30) days' notice in writing to Van Horn, terminate
this Agreement for cause, and thereupon the Company shall be
obligated to pay Van Horn only his compensation or pro rata
part thereof which has accrued up to the date of termination.
(b) If, prior to the termination of this Agreement by its own
terms, Van Horn should be removed as President and Chief
Executive Officer of the Company or otherwise relieved of his
responsibilities under this Agreement by the Company acting
without cause as provided in subparagraph 8(a) above, then at
the election of Van Horn, this Agreement shall be deemed
terminated as of the date thereof, and Van Horn shall
thereafter have no further obligation to the Company.
(c) In the event of termination under subparagraph 8(b) above, Van
Horn shall continue to receive compensation until the
expiration of the term of this Agreement, as follows:
(i) The salary provided under subparagraph 5(a); and,
(ii) Van Horn shall receive a bonus each year during the
remaining term of the Agreement each of which shall
be equal to the average amount of the bonuses paid to
Van Horn during the Company's fiscal year 1993 and
fiscal year 1994.
9. Assignment. The rights and obligations of the Company under
this Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of the Company. Since this contract is a contract for
personal services, Van Horn may not assign this contract in whole or in any
part.
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10. Entire Agreement. The Agreement constitutes the entire
understanding and agreement between the Company and Van Horn and supersedes all
prior agreements and understandings between such parties relating to the
subject matter hereof and thereof.
11. Choice of Law. This Agreement shall be governed by the laws
of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
this 25th day of July, 1994, but effective from and after the 1st day of July,
1994.
NATIONAL CONVENIENCE STORES
INCORPORATED
ATTEST:
___________________________________ ________________________________
Janice L. Ivey A. J. Gallerano
Assistant Secretary Senior Vice President
V. H. VAN HORN
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V. H. Van Horn
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